U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
SYNDICATE VENTURES, INC.
------------------------
(Name of Small Business Issuer in Its Charter)
DELAWARE 95-4737487
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA 90265
-------------------------------------------------------------------
(Address of Principal Executive Offices) (ZipCode)
(310) 317-6939
Telephone Number
Securities to be registered under Section 12(b)
of the Exchange Act:
None
Securities to be registered under Section 12(g)
of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
------------------------------
(Title of class)
<PAGE>
PART I
Page
Item 1. Description of Business...........................................1
Item 2. Management's Discussion and Analysis or Plan of Operation.........3
Item 3. Description of Property...........................................4
Item 4. Security Ownership of Certain Beneficial Owners and Management....4
Item 5. Executive Officers, Promoters and Control Persons.................5
Item 6. Executive Compensation............................................6
Item 7. Certain Relationships and Related Transactions....................6
Item 8. Description of Securities.........................................6
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters............................7
Item 2. Legal Proceedings.................................................8
Item 3. Changes in and Disagreements with Accountants.....................8
Item 4. Recent Sales of Unregistered Securities...........................8
Item 5. Indemnification of Directors and Officers.........................8
PART F/S
Financial Statements.........................................................9
PART III
Item 1. Index to Exhibits................................................10
Item 2. Description of Exhibits..........................................10
i
<PAGE>
PART I
Item 1. Description of Business.
Syndicate Ventures, Inc. ("Syndicate" or "the Company") was incorporated in
Delaware September 15, 1998.
MARKET OVERVIEW
According to the Mortgage Bankers Association of America, or MBAA, the
mortgage industry originated approximately $1.5 trillion in mortgages in 1998 as
compared to $834 billion in 1997. The MBAA estimates that another $1.1 trillion
in mortgages will be funded in 1999. With the introduction of computer-based
mortgage origination in the 1990s and, more recently, Internet-based mortgage
origination, technology is becoming the central market driver for both consumers
and financial service organizations on every front.
As interest rates maintain an all time low, and estimates that consumers
can save as much as $1500 in application and closing fees by shopping for
mortgages online, the Internet has become one of the easiest, fastest and most
cost-effective mechanisms for consumers to investigate, apply for and fund a
mortgage - drastically changing the face of the financial services industry. In
fact, according to Forrester Research, by 2003, $91 billion - 10 percent of the
projected mortgage market - will be conducted online.
At the same time, the Internet gives banks, lending institutions, Realtors
and other organizations the opportunity to expand and streamline their
traditional mortgage processes in order to broaden consumer reach, offer better
customer service and increase productivity and profitability. The Internet also
enables these organizations to transact business with customers in a more
efficient and low-cost manner, and gives them the flexibility to adjust
features, presentations and prices in response to competition.
Meanwhile, consumers benefit from improved overall convenience, low-cost
access to information regarding available products and services, ease of use,
numerous choices and more competitive pricing.
However, in the face of this booming market, many mortgage originators lack
the expertise to develop their own Internet technologies and have been slow to
take steps towards penetrating the online market. Many still have problems
seamlessly integrating their Internet applications with the systems that assist
in processing, underwriting and closing the mortgage loans. As a result,
mortgage originators have not been leveraging the Internet as a means to
increase borrowers' satisfaction and cost savings.
1
<PAGE>
SYNDICATE: TOUCHING EVERY MORTGAGE
Clearly, the Internet has become a formidable new channel that is impacting
every aspect of the business. In becoming the premier technology enabler in the
mortgage industry, Syndicate intends to leverage the Internet infrastructure and
its innovative technology to maximize efficiency in the mortgage lending
process. Syndicate will do this for its own mortgage banking operation or in
support of the mortgage operations of its future clients, such as banks,
Realtors, mortgage brokers, financial institutions and home builders. Syndicate
intends to provide these benefits through two channels: consumer direct and
business-to-business.
CONSUMER DIRECT: STREAMLINING AND SIMPLIFYING THE MORTGAGE PROCESS FOR CONSUMERS
With its anticipated mortgage portal, Syndicate's website will offer an
easy-to-use, one-stop mortgage lending source for all consumers, including
borrowers with good credit and those with less than perfect credit.
Intending to be one of the first sites to offer consumers mortgages over
the Internet, Syndicate's website will provide all the information and features
a consumer needs to make an informed mortgage decision, including educational
information on the lending process; real time rates; mortgage payment
calculator; accurate, up-to-date closing cost estimates; application, processing
and funding - all from one company and all on the same site. Syndicate's website
will be specifically designed to make the mortgage lending process
understandable and easy, and it will be the only online mortgage lender in the
industry with the ability to control the entire mortgage transaction - from
making the credit decision to funding the loan - saving consumers from several
hundred to several thousand dollars per loan.
Moreover, Syndicate's website will personalize the Internet borrowing
experience, enabling users to speak with loan officers directly at any time to
get answers or direction on what's right for them. The site will also offer an
easy-to-use online application process and provide a secure environment for
consumers to submit their personal information. Additionally, because Syndicate
will also be the lender, the site will give consumers an added comfort level of
knowing that they are dealing directly with their mortgage lender, rather than
simply a Web intermediary with a mortgage site. As a result of Syndicate's
innovative technology and mortgage lending expertise, consumers that will visit
the website will enjoy a more satisfying, less frustrating mortgage experience
because they will benefit from:
- more efficient and cost-effective mortgage transactions.
- real-time interactive selection of loan products and services
tailored to their needs and qualifications;
- faster applications and pre-qualifications;
- the ability to track the status of mortgage loans, anytime,
anywhere, through the Internet; and
- personalized customer care with the convenience of shopping
online
2
<PAGE>
In addition to its own consumer web portal, Syndicate intends to create and
maintain customized "private label" consumer mortgage lending Web sites for
banks, credit unions, and other organizations that lack the technical expertise
and other resources to maintain a comprehensive, effective online presence. In
this role, Syndicate will give mortgage lenders of any size the ability to offer
remote (telephone and Internet) mortgage counseling, mortgage application and
mortgage origination services, with minimum initial investment and with low
overhead. Costs to the client bank/lender will be a fraction of the expense to
develop or manage their own call center and will be used in support of, or as a
replacement for, a loan officer-based retail network.
BUSINESS-TO-BUSINESS: MAXIMIZING EFFICIENCIES FOR BANKS, REALTORS,
BROKERS AND LENDERS
In addition to the direct-to-consumer channels, Syndicate intends to
provide mortgage technology and outsourcing solutions to mortgage bankers,
mortgage brokers, financial institutions, realtors and homebuilders that are
looking to implement Internet-based mortgage solutions to ensure competitive
advantage and meet increasing customer demand. In this role, Syndicate will
reduce the cost of mortgage origination and funding for these organizations by
supplying its state-of-the-art Internet technology, business management, loan
processing, call center and mortgage funding capabilities.
Additionally, Syndicate is developing a technology and a new web site,
which will provide participating mortgage lenders, mortgage brokers, mortgage
loan correspondents and mortgage insurance companies a neutral environment to
conduct their daily business. Its website will be the first to bridge the
electronic gap between lenders and brokers by providing common connectivity to
services, thereby giving lenders and sponsored brokers all the necessary tools
to deliver underwriting decisions at the point-of-sale in a wholesale
environment.
The communications efficiencies provided by the website will give borrowers
lower cost mortgages and a better chance of finding a mortgage loan tailored to
their needs.
Item 2. Management's Discussion and Analysis or Plan of Operation.
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement. For the period since inception (September 15,
1998) through December 31, 1999, during the Company's development stage, the
Company has a zero cash balance and has generated a net loss of ($1,113).
3
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,018,400 shares of Common
Stock for net proceeds of $1,018.00.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
Item 3. Description of Property.
The Company's executive and administrative offices are located at 22147
Pacific Coast Highway, Suite 4, Malibu, CA 90265. The Company pays no rent for
use of the office and does not believe that it will require any additional
office space in the foreseeable future in order to carry out its plan of
operations described herein.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,018,400(3) 100.00%
PageOne Business Productions, LLC 109,200 10.00%
George Todt 109,200(4) 10.00%
Besty Rowbottom 109,200(4) 10.00%
Larry Todt 0 0.00%
James Walters 109,200(4) 10.00%
All officers and directors as a group 109,200(4) 10.00%
(3 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Syndicate Ventures, Inc., 22147 Pacific Coast Highway, Suite 4,
Malibu, CA 90265.
4
<PAGE>
(2) Unless otherwise indicated, Syndicate believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within
60 days from the date of this registration statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage of ownership is determined by assuming all options, warrants or
convertible securities that are held by such person (but not held by any
other person) and which are exercisable or convertible within 60 days of
this registration statement have been exercised or converted. Percent of
Class (third column above) assumes a base of 1,018,400,000 shares of common
stock outstanding as of December 31, 1999.
(3) Consists of 909,200 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 109,200 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 109,200 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. George
Todt, Mr. Walters and Appletree Investment Company, Ltd. are managing
members and Ms. Rowbottom is Vice President.
Item 5. Directors, Executive Officers, Promoters and Control persons.
The following table sets forth certain information with respect to the
directors and executive officers of Syndicate.
Name Age(1) Position
- ---- --- --------
George Todt........................ 46 Director
Mary Elizabeth Rowbottom........... 28 President and Secretary
Jim Walters........................ 47 Treasurer
Larry Todt 45 Vice President
- ----------------------
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to the
affairs of Syndicate as they believe reasonable and necessary. Set forth below
is a description of the background of our director and executive officers.
GEORGE A. TODT was the President from inception until December 1999. He has
been the sole director since the inception of Syndicate. Since 1996, Mr. Todt
has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability company. From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO, Inc., a worldwide designer and builder of environmental
facilities.
5
<PAGE>
JAMES WALTERS has been the Treasurer of Syndicate since its inception.
For more than 20 years, Mr. Walters has been engaged as a certified public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.
MARY ELIZABETH ROWBOTTOM became Secretary of Syndicate in June 1999 and
President in December 1999. She has been employed by PageOne since 1997 and has
served as its Vice President since March 1999. From 1994 to 1997, Ms. Rowbottom
served as a talent agent at HSI Productions, a Chicago, Illinois-based video
production company.
LARRY TODT became Vice President of Syndicate in December 1999. He owned
and operated a construction company in the Midwest from 1975 to December 1996.
During that time was involved in multi-million dollar projects and managed the
activities of more than two hundred personnel.
Our board of directors currently consists of one member, who serves in such
capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
Item 6. Executive Compensation.
Consistent with our present policy, no director or executive officer of
Syndicate receives compensation for services rendered to the company. However,
these persons are entitled to be reimbursed for expenses incurred by them in
pursuit of our business objectives.
Item 7. Certain Relationships and Related Transactions.
Not Applicable.
Item 8. Description of Securities.
Common Stock
- ------------
Syndicate is authorized to issue 100,000,000 shares of common stock, par
value $0.001 per share. Holders of common stock are entitled to one vote for
each share held of record on all matters on which the holders of common stock
are entitled to vote. There are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of common stock are, and
the common stock issuable pursuant to this prospectus will be, when issued,
fully paid and nonassessable.
6
<PAGE>
Preferred Stock
- ---------------
Syndicate is authorized to issue 8,000,000 shares of "blank check"
preferred stock, par value $0.001 per share, in one or more series from time to
time with such designations, rights and preferences as may be determined from
time to time by the Board of Directors, including, but not limited to (i) the
designation of such series; (ii) the dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes or series of Syndicate's capital stock and whether such dividends shall
be cumulative or non-cumulative; (iii) whether the shares of such series shall
be subject to redemption for cash, property or rights, including securities of
any other corporation, by Syndicate or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemptions; (iv) the terms
and amount of any sinking fund provided for the purchase or redemption of the
shares of such series (v) whether or not the shares of such series shall be
convertible into, or exchangeable for, at the option of either the holder or
Syndicate or upon the happening of a specified event, shares of any other class
or classes or of any other series of the same class of Syndicate's capital stock
and, if provision be made for the conversion or exchange, the times or events,
prices, rates, adjustments and other terms and conditions of such conversions or
exchanges; (vi) the restrictions, if any, on the issue or reissue of any
additional preferred stock; (vii) the rights of the holders of the shares of
such series upon the voluntary or involuntary liquidation, dissolution or
winding up of Syndicate; and (viii) the provisions as to voting, optional and/or
other special rights and preferences, if any, including, without limitation, the
right to elect one or more directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which adversely affect the
voting power or other rights of the holders of the common stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a way of discouraging, delaying or preventing an acquisition or change in
control of Syndicate. Syndicate does not currently intend to issue any shares of
its preferred stock.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
There is currently no market for Syndicate's securities. Syndicate has
never paid cash dividends on its common stock. Payment of future dividends will
be within the discretion of Syndicate's Board of Directors and will depend on,
among other factors, retained earnings, capital requirements and the operating
and financial condition of Syndicate.
7
<PAGE>
Item 2. Legal Proceedings.
Syndicate is not currently a party to any pending legal proceedings.
Item 3. Changes in and Disagreements with Accountants.
Not Applicable.
Item 4. Recent Sales of Unregistered Securities.
At the time of incorporation, Syndicate issuued 9,200 shares of common
stock to both Appletree and PageOne in exchange for consulting services. In
March 1999, Syndicate issued 900,000 shares of common stock to Appletree and
100,000 shares of common stock to Page One. The purchase price for these shares
was $0.001 per share. The purchases were made pursuant to a Rule 504 Private
Placement Offering. There was no underwriter or placement agent involved in the
offer or sale of these securities and there was no public solicitation or
advertisement by Syndicate in connection with the offer or sale of these
securities. The foregoing issuances of common stock were exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof.
Item 5. Indemnification of Directors and Officers.
Syndicate's Restated Certificate of Incorporation limits the liability of
its directors to Syndicate or Syndicate's stockholders for monetary damages
arising from a breach of fiduciary duty owned to Syndicate or Syndicate's
stockholders to the fullest extent permitted by the Delaware General Corporation
Law.
Syndicate's Restated Certificate of Incorporation and its Bylaws provide
for the indemnification by Syndicate of each person (including the heirs,
executors, administrators, or estate of such person) who is or was a director or
officer of Syndicate to the fullest extent permitted or authorized by law,
including attorneys' fees. Section 145 of the Delaware General Corporation Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
8
<PAGE>
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of Syndicate
pursuant to the above statutory provisions or otherwise, Syndicate has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART F/S
The following financial statements of Syndicate Ventures, Inc., a
development stage company, are contained on Pages F-1 through F-8:
REPORT OF INDEPENDENT AUDITORS, WEINBERG & COMPANY, P.A., DATED APRIL
11, 2000
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER
31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD
FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER
31, 1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
9
<PAGE>
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Syndicate Ventures, Inc.
We have audited the accompanying balance sheet of Syndicate Ventures, Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from September 15, 1998 (inception) to December 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Syndicate Ventures, Inc. (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
September 21, 1998 (inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has had accumulated operating losses of $1,113 since inception
and a working capital deficiency of $95. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 11, 2000
F-1
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
- ------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
------------
TOTAL LIABILITIES 95
------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,018,400 issued and outstanding 1,018
Accumulated deficit during development stage (1,113)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ============
See accompanying notes to financial statements
F-2
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
September 25,
1998
For the Year (Inception) to
Ended December December
31, 1999 31, 1999
-------------- --------------
REVENUES $ - $ -
-------------- --------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Consulting fees - 18
Legal fees 500 500
-------------- --------------
NET LOSS $ (1,095) $ (1,113)
-------------- --------------
Net loss per share - basic and diluted $ (0.0015) $ (0.0019)
-------------- --------------
Weighted average number of shares
outstanding during the period -
basic and diluted 752,647 584,996
-------------- --------------
See accompanying notes to financial statements
F-3
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM September 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
--------------------- Development
Shares Amount Stage Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common stock issued for services 18,400 $ 18 $ - $ 18
Net loss for the year ended December 31, 1998 - - (18) (18)
--------- --------- --------- ---------
Balance, December 31, 1998 18,400 18 (18) -
Common stock issued for cash 1,000,000 1,000 - 1,000
Net loss for the year ended December 31, 1999 - - (1,095) (1,095)
--------- --------- --------- ---------
Balance, December 31, 1999 1,018,400 $ 1,018 $ (1,113) $ (95)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
September 15,
Year 1998
Ended (Inception)
December to December
31, 1999 31, 1999
-------- ------------
Cash flows from operating activities
Net loss $(1,095) $ (1,113)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services - 18
-------- ------------
Net cash used in operating activities (1,095) (1,095)
-------- ------------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
-------- ------------
Net cash provided by financing activities 1,095 1,095
-------- ------------
Net increase in cash - -
Cash and cash equivalents - Beginning - -
-------- ------------
Cash and cash equivalents - ending $ - $ -
-------- ------------
See accompanying notes to financial statements
F-5
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
---------------------------------------------
Syndicate Ventures, Inc. (a development stage company) (the
"Company") was incorporated in the State of Delaware on September
15, 1998 to engage in an internet-based business. At December 31,
1999, the Company had not yet commenced any revenue-generating
operations, and all activity to date relates to the Company's
formation, proposed fund raising and business plan development.
The Company's ability to commence revenue-generating operations
is contingent upon its ability to implement its business plan and
raise the additional capital it will require through the issuance
of equity securities, debt securities, bank borrowings or a
combination thereof.
(B) Use of Estimates
---------------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
------------------------------
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
(D) Income Taxes
-----------------
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to
the Company not having any material operations for the year
ending December 31, 1999.
F-6
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------- ------------------------------------------
(E) Loss Per Share
-------------------
Net loss per common share for the year ended December 31, 1999
and for the period from September 15, 1998 (inception) to
December 31, 1999 is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting
Standards No. 128 "Earnings Per Share". There were no common
stock equivalents outstanding at December 31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- ------- -------------------------------------
The loan payable to principal stockholder is a
non-interest-bearing loan payable to PageOne Business
Productions, LLC. The amount is due and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations,
preferences, limitations and relative rights as may be determined
from time to time by the Board of Directors.
The Company was also originally authorized to issue 10,000,000
shares of common stock at $.001 per share par value. The Company
issued 909,200 and 109,200 shares to AppleTree Investment
Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares were issued as of December 31,
1999.
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increased the
number of authorized common shares to 100,000,000, increased the
number of authorized preferred shares to 8,000,000, and decreased
the par value of the preferred shares to $0.001 per share.
The financial statements at December 31, 1999 give retroactive
effect to common stock split, new authorized share amounts, and
par values enumerated in the amended certificate of
incorporation.
F-7
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the
Company has had accumulated losses of $1,113 since inception, a
working capital deficiency of $95 and has not generated any
revenues since it has not yet implemented its business plan. The
ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital
and implement its business plan. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt
securities or may seek a combination with another company already
engaged in its proposed business. Management believes that
actions presently being taken provide the opportunity for the
Company to continue as a going concern.
F-8
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
- ---------- ------------
3.1 Restated Certificate of Incorporation of the Registrant*
3.2 By-Laws of the Registrant*
27 Financial Data Schedule (incorporated herein by reference
to Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1999)
* previously filed
Item 2. Description of Exhibits
See Item 1 above.
10
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Syndicate Ventures, Inc.
(Registrant)
Amendment No. 1
Date: April 28, 2000 By: /s/ Mary Elizabeth Rowbottom
-----------------------------
Mary Elizabeth Rowbottom
President
11